Euro Disney anti-dilution mechanism.

Logo_Euro_Disney_SCALe Club Actionnaires, the Disneyland Paris shareholders club has e-mailed shareholders this week with further details about the anti-dilution mechanism, the final step in the implementation of the Euro Disney S.C.A.  recapitalization plan.

The below article is not for publication, release or distribution directly or indirectly in the United States of America, Canada, Australia or Japan.


The Shareholders Club informs you:

Marne-la-Vallée, October 15, 2015 

Anti-dilution mechanism

Following the completion of the mandatory tender offer, shareholders having the status of Eligible Shareholders have now the possibility to acquire Euro Disney S.C.A.’s shares, previously subscribed by two subsidiaries of The Walt Disney Company in the context of the reserved capital increases completed in February 2015, so that they have the opportunity to maintain their shareholding percentage at the same level as before the launch of the recapitalization plan of Euro Disney S.C.A.

To do so, eligible shareholders have the possibility to exercise their right to acquire shares (RAS).

This is the final step in the implementation of the Euro Disney S.C.A. group’s recapitalization plan.

Example: You held 100 shares on January, 16th 2015. So you received 100 PSRs.

1.   Capital Increase with PSRs
(from Jan. 19 to Feb. 6, 2015)

  • If you have chosen to exercise all your PSRs on the basis of 9 new shares for each PSR held, you received 900 new shares.
  • After the capital increase with PSRs maintained, you owned 1,000 shares

2.   Mandatory Public Tender Offer (MTO)
( March 18 to Sept.24, 2015)

  • If you have decided to sell 200 shares in the MTO, you kept 800 shares.

3.   Anti-dilution Mechanism
(from Oct. 12 to Nov. 10, 2015)

  • The number of your attributed RAS and thus the maximum number of shares you can acquire is equal to the lower of the number of shares held at the date of settlement and delivery of the capital increase with PSRs, and the number of shares held at the end of the MTO, multiplied by a ratio of 1.00984.
  • In the example, the lower number of shares held is 800. Once multiplied by the ratio, the number of RAS equals 807. Thus, you will be able to acquire a maximum of 807 shares at a price of €1.25 per share.

Questions & Answers

1) Will I have to pay some fees if I exercise my RAS?

  • In principle, most of the financial intermediaries do not charge any fees for the exercise of the RAS.
  • You should contact your financial intermediary if you hold your shares in a bearer or administered registered form.
  • If you hold registered shares, no fees will be charged for the exercise of the RAS.

2) How will I be informed about the maximum number of shares I can acquire?

  • You will receive – either from your financial intermediary or from Société Générale Securities Services if you hold registered shares – a notice of operation indicating the maximum number of shares you can acquire.

3) If I wish to maintain my ownership percentage in Euro Disney S.C.A., what do I need to do?

  • You had to fully exercise your preferential rights during the capital increase, not sell any shares during the mandatory tender offer and you have to fully participate in the anti-dilution mechanism.

4) When do I have to pay for the new shares and when will I receive the shares on my securities account?

  • You will have to settle payment for the shares at the time your exercise notice is received by your financial intermediary.
  • The shares will be delivered to you during the settlement and delivery planned on November 17th, 2015.

Do not forget to take into consideration, in your computation, your personal tax situation and any social charges.

Characteristics of the RAS

Acquisition price
€1.25 per share

Eligibility

  • Shareholders who hold at least one Euro Disney S.C.A. share on January 16th, 2015 February 20, 2015, and also on October 2nd, 2015

Characteristics

  • Rights to acquire Euro Disney S.C.A. shares will be allocated to each eligible shareholder* and will be an opportunity, for the eligible shareholders, to acquire a certain number of shares issued in the context of the reserved capital increases in February 2015.
  • The RAS will be personal, non-negotiable and non-transferable.

Maximum number of shares that can be acquired by an eligible shareholder.

  • The number of RAS that will be granted to each eligible shareholder will be proportional to his shareholding in the Euro Disney S.C.A. share capital and is equal to the lower of the number of shares held at the date of settlement and delivery of the capital increase with PSRs, and of the number of shares held at the end of the MTO, multiplied by a ratio of 1.00984.
  • Each RAS will entitle an eligible shareholder to acquire one share at a price per share of €1.25 during the exercise period of the RAS.
  • The final number of shares than can be acquired will be rounded down to the nearest whole number.

Key dates and procedures for the exercise of RAS

  • The definitive number of DAA attributed to each Eligible Shareholder will be calculated by his financial intermediary at the latest on October 8th, 2015.
  • The eligible shareholders will be able to exercise their DAA from October 12th, 2015 to November 10th,
  • The offer relating to the RAS is being made only in France and in the United Kingdom.
  • The exercise of their RAS by the Eligible Shareholders should be made by addressing an exercise notice to their financial intermediary.

* Other than EDL Holding, EDI S.A.S. and EDLC S.A.S.

** On the positions on October 1, 2015 in the evening observable on October 2, 2015 in the morning

*** Shareholders who will not exercise their RAS will experience a dilution of their ownership in the Euro Disney S.C.A. share capital due to the implementation of the reserved capital increases.

Where to get more information?

On the website : http://timon.disneylandparis.com/corporate/en 

Contact your usual financial intermediary if shares are bearer or in the administered nominative and Société Générale Securities Services if your shares are in the pure nominative.

Toll-free number: 00 800 64 74 56 30 (Free number from the landlines and national operators since France, Germany, the United Kingdom, Belgium, Netherlands, Spain and Italy), from 9:30 am till 5:30 pm from Monday to Friday.

This document is an advertisement and not a prospectus for the purposes of the Prospectus Directive (2003/71/EC, as amended) and investors in the European Economic Area should not subscribe for or purchase any transferable securities referred to in this document except on the basis of information contained in the prospectus (the “Prospectus”) relating to the Rights Offering, the Reserved Capital Increases and the RAS (as defined below) approved under visa no. 15-021 by the Autorité des marchés financiers (the “AMF”) on January 14, 2015 and passported in the United Kingdom on January 15, 2015. The Prospectus was published in accordance with the Prospectus Directive as implemented in France. Copies of the Prospectus are available free of charge at Euro Disney S.C.A.’s registered office, 1 rue de la Galmy – 77700 Chessy, France, on Euro Disney S.C.A.’s website (http://corporate.disneylandparis.com), as well as on the AMF’s website (www.amf-france.org). Additional documents relating to the transactions implemented in connection with the recapitalization of the Euro Disney group are also available on Euro Disney S.C.A.’s website (http://corporate.disneylandparis.com).
This press release must not be published, released or distributed, directly or indirectly, in the United States of America, Canada, Japan or Australia. This press release and the information contained herein do not constitute an offer to sell or subscribe, nor the solicitation of an order to purchase or subscribe, securities in the United States of America.
The release, publication or distribution of this press release in certain jurisdictions may be restricted by laws or regulations. Persons in such jurisdictions into which this press release is released, published or distributed must inform themselves about and comply with such laws or regulations.
The offer relating to the RAS mentioned in this press release is not being made, directly or indirectly, through mails, means or instruments of foreign commerce or interstate, or any facilities of a national securities exchange, in the United States of America and can only be accepted outside the United States of America.
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